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MARC J. FAGEL (Cal. BarNo. 154425) ROBERT TASHJIAN (Cal. BarNo. 191007)

tashjianr@sec.gov LLOYD FARNHAM (Cal. BarNo. 202231)

farnhaml@sec.gov

Attorneys for Plaintiff SECURITIES AND EXCHANGE COMMISSION 44 Montgomery Street, 26th Floor San Francisco, California 94104 Telephone: (415) 705-2500 Facsimile: (415) 705-2501 E-filing

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

w- 1882Plaintiff, v.

COMPLAINT NASSER M. MARDINI,

Defendant.

Plaintiff Securities and Exchange Commission (the "Commission") alleges:

SUMMARY OF THE ACTION

1. This action involves insider trading by Defendant Nasser Mardini. On at least one

occasion, Mardini purchased securities and tipped others after learning from his friend Michael

Kara that the company was the target of a potential acquisition. Michael Kara received the

information from his brother Maher Kara, who at the time was an employee of the Investment

Banking Division ofCitigroup Global Markets, Inc. ("Citigroup").

2. In March 2007, Michael Kara tipped Mardini about an upcoming acquisition

involving Biosite, Inc., a medical device company. Before the acquisition was announced,

Mardini directed a friend to purchase Biosite call options for his benefit, caused another person

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to purchase Biosite call options, and purchased Biosite stock in another person's account. The

profits in these three accounts totaled $291,723.

JURISDICTION AND VENUE

3. The Commission brings this action pursuant to Sections 21 (d), 21 (e), and 21 A of

the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d), 78u(e), and 78u-l].

4. This Court has jurisdiction over this action pursuant to Sections 21(e), 21A and 27

of the Exchange Act[15 U.S.C. §§ 78u(e), 78u-l and 78aa].

5. The Defendant, directly or indirectly, made use of the means or instrumentalities

ofinterstate commerce, or of the mails, or ofthe facilities of a national securities exchange in

connection with the transactions, acts, practices and courses ofbusiness alleged herein.

6. Venue in this District is proper pursuant to Section 27 of the Exchange Act

[15 U.S.c. § 78aa] because a substantial part of the acts and transactions constituting the

violations alleged in this Complaint occurred within the Northern District of California.

INTRADISTRICT ASSIGNMENT

7. Under Civil Local Rule 3-2, this civil action should be assigned to the San

Francisco or Oakland Divisions, because a substantial part of the events or omissions which give

rise to the claim occurred in Alameda County and Contra Costa County.

DEFENDANTS

8. Nasser N. Mardini, age 52, is a resident of Stockton, California. He owns and

operates a small business is Stockton.

RELEVANT ACQUISITION TARGET

9. Biosite, Inc. ("Biosite") was a Delaware corporation with its principal place of

business in San Diego, California. During the relevant time period, Biosite common stock was

listed on the NASDAQ Global Market. Prior to its acquisition in 2007, Biosite developed and

sold diagnostic medical tests.

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FACTUAL ALLEGATIONS

A. Maher Kara's access to nonpublic information

10. Maher Kara was employed by Citigroup as an investment banker from 1999 to

April 2007, and specialized in healthcare companies beginning in 2002. Maher Kara learned

about confidential upcoming transactions and other confidential information regarding

Citigroup's clients through his position in the Healthcare Group. As an employee ofCitigroup

with access to confidential information, Maher Kara was subject to restrictions regarding

confidential information he obtained in the course ofhis employment.

B. Trading in the Securities of Biosite, Inc.

11. In March 2007, bankers from Citigroup's Investment Banking Healthcare Group

learned that one of its clients, Beckman Coulter Inc., a medical equipment company based in

Fullerton, California, was in advanced discussions with an acquisition target and would seek

financing for the acquisition from Citigroup. The planned acquisition ofBiosite and Beckman

Coulter's work with Citigroup was confidential and not publicly disclosed. Maher Kara was

aware that Citigroup's client was seeking to acquire Biosite. At least as ofMarch 19,2007,

Beckman Coulter had taken the following steps toward its planned acquisition ofBiosite,

including (1) entering into a confidentiality agreement; (2) engaging legal and financial advisors;

(3) negotiating with Biosite management and board ofdirectors regarding a tender offer price;

and (4) securing financing commitments for the proposed acquisition.

12. Maher Kara misappropriated material nonpublic information, in breach ofhis

duty of confidentiality to Citigroup, by tipping his brother Michael Kara about the planned

Biosite acquisition. Maher Kara tipped Michael Kara to confer a benefit on himself or to provide

a gift to his brother.

13. On March 22,2007, Michael Kara provided Mardini with material nonpublic

information about the plan to acquire Biosite. At the time he tipped Mardini, Michael Kara was

in possession ofmaterial nonpublic information regarding Biosite, and he knew or was reckless

in not knowing that MaherKara disclosed this information in breach of a duty of confidentiality.

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Michael Kara tipped Mardini about the plan to acquire Biosite to receive a personal benefit or to

confer agift of the information to Mardini. 14. On March 22 and 23,2007, Mardini directed a friend to purchase Biosite call

options for his benefit, caused another person to purchase Biosite call options by recommending

that he purchase the options, and executed trades in another person's brokerage account.

15. At the time he made these trades, tipped others, or caused others to purchase

Biosite securities, Mardini was in possession ofmaterial nonpublic information regarding Biosite

and knew or was reckless in not knowing that this information was obtained in breach ofa duty

ofconfidentiality. Mardini also knew or had reason to know that the information was nonpublic,

and knew or had reason to know that the information originated from the offering company, the

target company, or any person working on their behalf. Mardini provided tips to others to

receive a personal benefit or to confer a gift of the information to friends or family members.

16. On Sunday, March 25,2007, Beckman Coulter announced that it had reached an

agreement with the management of Biosite to acquire the company in a tender offer at a price of

$85 per share. The price ofBiosite shares rose 51 percent from a $55.45 closing price on Friday,

March 23 to close at $83.80 per share on Monday, March 26, with the trading volume on March

26 more than 38 times the trading volume on March 23.

17. The trading in Biosite by either Mardini, the friend he directed to purchase Biosite

securities, or others he tipped resulted in illegal profits of$291,723.

FIRST CLAIM FOR RELIEF

Violation ofSection 1O(b) ofthe Exchange Act and Rule 10b-5

18. Paragraph nos. 1 through 17 are re-alleged and incorporated herein by reference.

19. The Defendant, while in the possession of material nonpublic information

regarding Andrx and Biosite traded in the securities of those companies.

20. The Defendant, while in the possession ofmaterial nonpublic information

regarding Biosite, traded in the securities of those companies or tipped others using material

nonpublic information.

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21. The Defendant tipped others with material nonpublic infonnation and received a

benefit, either financial, reputational, or social, from the tips provided to others.

22. The Defendant knew or was reckless in not knowing that the infonnation he used

to tip others or that he possessed at the time of the trading was obtained through the breach of a

duty ofconfidentiality or trust.

23. The Defendant committed the alleged acts or omissions in connection with the

purchase or sale of securities, and by the use ofmeans or instrumentalities of interstate

commerce, of the mails, or the facilities ofa national securities exchange.

24. Based on the above conduct and the factual allegations contained in this

Complaint, the Defendant violated, and unless restrained and enjoined will continue to violate,

Section 1O(b) ofthe Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.

§ 240.lOb-5].

SECOND CLAIM FOR RELIEF

Violation ofSection 14(e) ofthe Exchange Act and Rule 14e-3 '

25. Paragraph nos. 1 through 17 are re-alleged and incorporated herein by reference.

26. The Defendant was in possession ofmaterial infonnation relating to a tender

offer, which infonnation he knew or had reason to know was nonpublic, which infonnation he

knew or had reason to know had been acquired directly of indirectly from (1) the offering entity

or person; (2) the issuer of the securities to be sought by such tender offer; or (3) any officer,

director, partner, employee or any other person acting on behalf of the offering entity or person

or the issuer. While in possession of this material nonpublic infonnation relating to a tender

offer, the Defendant purchased, sold, or caused to be purchased or sold, securities of the issuer

sought to be acquired in the proposed tender offer.

27. At the time of the purchase ofsale of the securities of the issuer sought to be

acquired in the proposed tender offer, offering entities had taken a substantial step or steps to

commence a tender offer for the issuer.

28. Based on the above conduct and the factual allegations contained in this

Complaint, the Defendant violated, and unless restrained and enjoined will continue to violate,

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Section 14(e) of the Exchange Act [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R..

§ 240.14e-3].

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court:

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Pennanently enjoin the Defendant from directly or indirectly violating Sections 1O(b) and

14(e) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78n(e)], and Rules ·lOb-5 and 14e-3

thereunder [17 C.F.R. §§ 240.lOb-5 and 240.14e-3].

rr Order the Defendant to disgorge the ill-gotten gains derived from illegal trading and

tipping, plus prejudgment interest.

III.

Order the Defendant to pay civil penalties pursuant to Section 21 A ofthe Exchange Act

[15 U.S.C. § 78u-I]; and

IV.

Grant such other relief as this Court may deem just and appropriate.

Dated: April 30, 2009 Respectfully submitted,

ld:JJi== Attorney for Plaintiff SECURITIES AND EXCHANGE COMMISSION

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